TIDMPHO
RNS Number : 8100H
Peel Hotels PLC
02 August 2019
PEEL HOTELS PLC
DELISTING FROM AIM
PRELIMINARY ANNOUNCEMENT
PUBLICATION OF REPORT AND ACCOUNTS AND RESTORATION OF
TRADING
NOTICE OF 2019 AGM
Peel Hotels PLC announces that, as a result of a review of the
benefits and drawbacks of being a listed company, the Board has
concluded that the cancellation of admission of its Ordinary Shares
to trading on AIM ("Cancellation") is in the best interests of the
Company and its Shareholders as a whole.
The Company therefore confirms its intention to seek
Shareholder's approval for the Cancellation, as referred to in its
announcement made on 26 July 2019. An explanatory circular is being
posted to Shareholders (the "Circular") setting out the background
to and reasons for the Cancellation, the reasons why the Directors
believe that this is in the best interests of the Company and its
Shareholders as a whole and their recommendation to Shareholders to
vote in favour of the resolution to approve the Cancellation (the
"Resolution").
The Company will seek Shareholders' approval of the Cancellation
at the Company's 2019 Annual General Meeting.
The Directors have also concluded that it is in the best
interests of the Company and its Shareholders for the Company to
re-register as a private company and adopt the New Articles
following the Cancellation (the "Re-Registration"). The
Re-Registration is conditional upon the Cancellation becoming
effective and the approval of not less than 75 per cent. of the
votes cast by Shareholders (whether present in person or by proxy)
at the Annual General Meeting.
Subject to the Resolution being passed at the Annual General
Meeting, the expected last day of dealings in Ordinary Shares on
AIM will be 26 September 2019 and the cancellation will become
effective at 7.30am on 27 September 2019. Pursuant to Rule 41 of
the Aim Rules, the Company, through its Nominated Adviser, Peel
Hunt LLP, will notify the London Stock Exchange of the proposed
Cancellation.
Preliminary Announcement of the Company's Financial Results for
the year ended 27 January 2019 are set out below.
The Company's Annual Report and Accounts for the year ended 27
January 2019 are today being published, on the basis of which the
Board has requested that the temporary suspension of Trading in the
Company's Shares on AIM be lifted.
Notice of the Company's 2019 AGM, to be held at 12:00 noon on
Thursday 19 September at the Norfolk Royale Hotel in Bournemouth is
included in the Circular.
Derived from audited results for Financial Year Ended 27 January
2019.
HIGHLIGHTS
# Turnover decreased 3.2% to GBP15,589,485 (2018: GBP16,097,313)
# Operating Profit, excluding the exceptional expense of
GBP1,161,241 in the previous year, down 35.1% to GBP597,977 (2018:
GBP893,115). Operating profit including the exceptional expense in
the previous year GBP579,977 (2018: loss of GBP268,126) on a
statutory basis.
# EBITDA excluding the exceptional expense in the previous year,
decreased 24.6% to GBP1,382,875 (2018: GBP1,833,611).
# Net debt increased GBP516,629 due in part to a timing difference in a VAT payment.
# Profit before tax was GBP179,203 (2018: loss GBP734,986,
including the exceptional expense of GBP1,161,241 due to the
impairment of the Net Book values of two leasehold properties).
'There has been a slow but sustained improvement in sales and
hotel profitability since August 2018 up and until todays date. In
view of the high operational gearing of the business, small
improvements in turnover translate to much higher percentages of
hotel profitability and therefore if we can maintain this trend, we
can expect our EBITDA and Profits to move forward in the current
year.
The Board have concluded that due to the costs of Listing and
the fact that there is no prospect of the company wishing to raise
money on the market in the foreseeable future, that there seems
little purpose in continuing to be listed and therefore propose
cancellation of admission of ordinary shares to trading on
AIM.'
Robert Peel
Chairman
0207 286 6823
Nomad;
Peel Hunt / Capel Irwin
0207 418 8907
Review of the business
RESULTS
The key performance indicators for the Group are revenue,
EBITDA, profit before tax, REVPAR and net debt levels.
The Financial Year ended 27 January 2019 has been a very
challenging year for the Group with hotel revenues decreasing by
3.2% to GBP15,589,485 (2018: GBP16,097,313). Hotel gross profit
before depreciation and Group administration expenses decreased
18.6% to GBP2,042,874 (2018: GBP2,508,933). EBITDA, excluding the
exceptional expense in the previous year, decreased 24.6% to
GBP1,382,875 (2018: GBP1,833,611).
Profit before tax was GBP179,203 (2018: loss GBP734,986,
including the exceptional expense due to impairment of the Net Book
Values of two leasehold properties of GBP1,161,241).
REVPAR (accommodation revenue per available room) was down 0.9%
with occupancy down 2.5% and average room rate up 1.8%.
Administration expenses decreased 2.3%. Depreciation and
amortisation decreased 14.6%.
FINANCE
As at 27 January 2019 net debt stood at GBP8,970,191 (2018:
GBP8,453,562) representing loans totalling GBP9,284,844 (2018:
GBP9,740,839) less GBP314,653 (2018: GBP1,287,277) cash at bank and
in hand. Gearing on Shareholders' funds was 38.5% with interest
covered 1.4 times. Net debt increased by GBP516,629 compared with
the previous year.
During the Financial Year, the Company breached its financial
covenants, which resulted in the Company's Bank issuing a
"Reservation of Rights" letter, reserving the Bank's position in
relation to the breach of covenant, whilst also confirming the
Bank's current intention not to exercise any of its rights in
relation to the breach.
Whilst the Directors recognise that the breach of covenant,
combined with a challenging trading outlook, results in material
uncertainty for the Company and Group, and increases the
possibility that the Company and Group may be unable to continue
realizing its assets and discharging its liabilities in the normal
course of business, which might impact upon the Company's and
Group's ability to continue as a going concern, they are confident
that the Company and Group have adequate resources to meet their
commitments.
CAPITAL EXPITURE
GBP461,433 (2018: GBP705,548) We refurbished bedrooms and
upgraded air conditioning systems at the Bull Hotel in
Peterborough. The corridors at the Crown and Mitre Hotel in
Carlisle have been totally redecorated and refurbished. Work on
bedroom renovation continues at the Midland Hotel in Bradford.
We continue to invest in our internet access throughout all our
Hotels giving our Guests faster connection. This service is
absolutely free to our Guests and is a vital component to them
having a satisfactory stay with us.
In addition to Capital Expenditure GBP564,075 (2018: GBP614,098)
was spent on repairs and renewals which help us ensure that we are
constantly and consistently maintaining and improving our product.
Proof of which is the continuing improvements in ratings of each
Hotel assessed by the Automobile Association.
Group Statement of Comprehensive Income
for the year ended 27 January 2019
2019 2018
GBP GBP
Revenue 15,589,485 16,097,313
Cost of sales (13,546,611) (13,588,380)
------------ ------------
Gross profit 2,042,874 2,508,933
Administration expenses (659,999) (675,322)
Exceptional expense
(note 4) - (1,161,241)
Depreciation (802,898) (940,496)
Total administration
expenses (1,462,897) (2,777,059)
Operating profit 579,977 (268,126)
Finance expense (400,774) (466,860)
Profit/loss before tax 179,203 (734,986)
Income tax 33,628 (109,286)
------------ ------------
Profit/loss and total
comprehensive income
for the period attributable
to owners 212,831 (844,272)
========= ============ =========== ============
Earnings / (loss) per
share
(note 3)
Basic & diluted (pence) 1.5 (6.0)
------------ ------------
Group statement of changes in equity
for the years ended 27 January 2019 and 28 January 2018
Year ended 27 January Share Share Profit Total
2019 Capital premium and loss
account account
GBP GBP GBP GBP
Balance brought forward
at 29 January 2018 1,401,213 9,743,495 11,931,115 23,075,823
Profit and total comprehensive
income for the period - - 212,831 212,831
Transactions with owners
Dividend - - - -
Balance at 27 January
2019 1,401,213 9,743,495 12,143,946 23,288,654
========== ========== =========== ===========
Year ended 28 January Share Profit
2018 Share premium and loss
Capital account account Total
GBP GBP GBP GBP
Balance brought forward
at 30 January 2017 1,401,213 9,743,495 12,775,387 23,920,095
Loss and total comprehensive
income for the period - - (844,272) (844,272)
Transaction with owners
Dividend - - - -
Balance at 28 January
2018 1,401,213 9,743,495 11,931,115 23,075,823
=========== =========== =========== ===========
Group Balance Sheet
at 27 January 2019
2019 2018
GBP GBP
Assets
Non-current assets
Property, plant and equipment 33,764,910 34,106,375
Total non-current assets 33,764,910 34,106,375
Current assets
Inventories 118,380 109,271
Trade and other receivables 988,770 845,058
Cash and cash equivalents 314,653 1,287,277
Total current assets 1,421,803 2,241,606
Total assets 35,186,713 36,347,981
Equity and liabilities
Equity attributable to owners of
the parent
Share capital 1,401,213 1,401,213
Share premium 9,743,495 9,743,495
Retained earnings 12,143,946 11,931,115
----------- -----------
Total equity 23,288,654 23,075,823
Liabilities
Non-current
Borrowings - 9,240,839
Deferred tax liabilities 711,089 824,009
----------- -----------
Non-current liabilities 711,089 10,064,848
Current
Trade and other payables 1,873,799 2,636,396
Borrowings 9,284,844 500,000
Current tax liabilities 28,327 70,914
Current Liabilities 11,186,970 3,207,310
----------- -----------
Total liabilities and equity 35,186,713 36,347,981
=========== ===========
Group Cash Flow Statement
for the year ended 27 January 2019
2019 2018
GBP GBP
Cash flows from operating activities
Profit/loss for the year 212,831 (844,272)
Adjustments for:
Financial expense 400,774 466,860
Income tax (33,628) 109,286
Depreciation 802,898 2,101,737
---------- -------------
Cash flows before changes in working capital
and provisions 1,382,875 1,833,611
UK corporation tax paid (121,878) (192,142)
Decrease in trade and other receivables (143,712) 383,811
Increase in trade and other payables (764,023) 437,903
Decrease/(Increase) in inventories (9,109) 4,763
---------- -------------
Net cash from operating activities 344,153 2,467,946
---------- -------------
Cash flows from investing activities
Acquisition of property, plant and equipment (461,433) (705,548)
---------- -------------
Net cash outflow from investing activities (461,433) (705,548)
---------- -------------
Cash flows from financing activities
Interest paid (355,344) (661,192)
New loan - 9,740,840
Loan repayments (500,000) (9,847,422)
Equity dividends paid - -
Net cash outflow from financing activities (855,344) (767,774)
---------- -------------
Net increase in cash and cash equivalents (972,624) 994,624
---------- -------------
Cash and cash equivalents at the beginning
of the period 1,287,277 292,653
---------- -------------
Cash and cash equivalents at the end of
the period 314,653 1,287,277
========== =============
For the purposes of the cash flow statement,
cash and cash equivalents comprise:
Cash and bank balances 314,653 1,287,277
Notes
(forming part of the financial statements)
1 Basis of preparation
The financial information set out in this preliminary
announcement does not constitute statutory accounts are defined by
section 434 of the Companies Act 2006. It has been prepared in
accordance with the recognition and measurement principles of
International Financial Reporting Standards (IFRS) adopted for use
in the European Union, including IFRIC interpretations issued by
the Accounting Standards Board, and in accordance with the AIM
rules, and is not therefore in full compliance with IFRS. The
principal accounting policies of the Group have remained unchanged
from those set out in the Group's 2018 annual report, other than
relating to the adoption of IFRS 9 and IFRS 15 in the current year.
The financial statements have been prepared under the historical
cost convention and are presented in sterling.
On 19 September 2017 the Company entered into a GBP9,900,000
five year term loan facility with Allied Irish Bank. This facility
was used to repay the Company's previous facilities with Royal Bank
of Scotland as well as the remaining balances of the Director's
Loan and Loan Notes.
During the Financial Year, the Company breached its financial
covenants, which resulted in the Company's Bank issuing a
"Reservation of Rights" letter, reserving the Bank's position in
relation to the breach of covenant, whilst also confirming the
Bank's current intention not to exercise any of its rights in
relation to the breach.
Whilst the Directors recognise that the breach of covenant,
combined with a challenging trading outlook, results in material
uncertainty for the Company and Group, and increases the
possibility that the Company and Group may be unable to continue
realizing its assets and discharging its liabilities in the normal
course of business, which might impact upon the Company's and
Group's ability to continue as a going concern, they are confident
that the Company and Group have adequate resources to meet their
commitments, for the reasons described below.
The Directors have prepared forecasts for more than 12 months
from the date of signing these accounts, which fairly represent
their best, prudent estimate of hotel trading and cash flows in the
current economic environment, which forecasts show that: the
Company and Group will be able to meet its loan repayment and
financing costs within the facility referred to above; meet its tax
payments; and pay its creditors on normal terms in the 12 months
from the date of signing these accounts. The Directors have
considered contingency plans in the event of unforeseen
deterioration beyond their prudent forecasts, including a return to
support from Directors Loans, reduced capital expenditure, and the
sale of assets, In reliance on their forecasts and contingency
plans, your Directors are happy to continue to adopt the going
concern basis of accounting in preparing the Company's and Group's
annual financial statements.
2 Publication of non-statutory financial statements
The financial information for the period ended 27 January 2019
was approved by the Board on 2 August 2019 and has been extracted
from the Group's financial statements upon which the auditor's
opinion is unqualified but includes reference to the material
uncertainty described in note 1. The auditor's opinion does not
include a statement under section 498(2) or (3) of the Companies
Act 2006. The statutory accounts for the period ended 27 January
2019 will, in due course, be delivered to the Registrar of
Companies. The statutory accounts for the period ended 28 January
2018 have been delivered to the Registrar of Companies.
3 Earnings per share
Basic earnings per share
The calculation of basic earnings per share at 27 January 2019
was based on the profit attributable to ordinary shareholders of
GBP212,831 (2018: loss of GBP844,272) and a weighted average number
of ordinary shares outstanding of 14,012,123 (2018: 14,012,123). No
shares were issued in 2019 or 2018.
Diluted earnings per share
There were no potentially dilutive options in issue at either
year end.
4 Exceptional expense
The exceptional expense of GBP1,161,241 in the prior year was
due to impairment of the Net Book Values of two leasehold
properties held within subsidiary Companies, which have been
written down to zero.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR UGUAURUPBGQP
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August 02, 2019 12:11 ET (16:11 GMT)
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